Services of the Executive Sample Clauses

Services of the Executive. In the course of his employment under this Agreement, the Executive will have access to Trade Secrets, the disclosure or unauthorized use of which, the Company seeks to protect and the Executive has agreed to protect. As a result of benefits accruing to the Executive from his access to such Trade Secrets, and of the improvement in his knowledge, and proficiency arising therefrom, the Executive acknowledges that (a) his services are and will remain special and extraordinary, and have and will have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law; (b) he is willing to comply with the restrictions contained in Sections 4.b and 4.c; (c) the restrictions contained in those Sections will not impair his ability to earn a living in any businesses other than those businesses from which he is prohibited during the time of such restriction; and (d) a material breach of his obligations under Sections 4.b, 4.c or 11 will cause the Company irreparable injury and damage. It is, therefore, agreed that the Company, in addition to any other remedies, shall be entitled to injunctive and other equitable relief to enforce its rights under, and to prevent a breach of, Sections 4.b, 4.c and 10 of this Agreement by the Executive.
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Services of the Executive. Executive agrees, subject to Sections 4.3 and 4.4 below, to remain in the Company's employ during the Term of Employment, on the terms described in Section 2.1. Excluding periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his attention, energy and time during normal business hours to the business and affairs of the Company and, to the extent necessary, to discharge responsibilities assigned to Executive hereunder, to use his best efforts to perform such responsibilities faithfully and efficiently. Executive may (a) serve on corporate, civic and charitable boards or committees, (b) deliver lectures and fulfill speaking engagements and (c) manage personal investments, so long as such activities do not interfere with the performance of Executive's responsibilities. To the extent that any such activities have been conducted by Executive prior to the Change in Control, such prior conduct, and any subsequent conduct similar in nature and scope, shall not be deemed to interfere with the performance of Executive's responsibilities.
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Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and duties, Chairman of the Board of Directors whose responsibilities are defined in the Hand Book for Directors, responsible for conducting and organizing the board meetings, is responsible for outside professionals consisting of legal counsel, monthly accounting review and auditor functions. In addition to the Board responsibilities, the Executive is to perform operational and general management duties including upgrading existing operational control systems, developing management information systems, negotiate with investors and funding sources, provide strategic direction and over all management direction to the President and CEO reporting to the Chairman of the Board.
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Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and by duties, Vice President and Chief Financial Officer, whose responsibilities are to include but does not exclude and takes take full responsibility for the protection and guardianship of all of the Company’s assets, reporting to the Chairman and Chief Executive Officer and providing reports for all financial information, forecasts, management operations information and any irregularities to the Board of Directors. The Executive is responsible for providing business operation information and financial information to comply with SEC regulations on a quarterly and annual basis. The Executive is to provide reports of financial condition and business information to legal counsel, board of directors, and annual shareholder meetings. The Executive is responsible for outside professionals consisting of monthly accounting review and auditor functions. The Executive is to perform operational and general management duties for the Company including upgrading existing operational control systems, developing management information systems, negotiate with debt and other funding sources.
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Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and duties, Chairman of the Board of Directors and Chief Executive Officer, whose responsibilities are defined in the Hand Book for Directors and as directed by the Board of Directors. The Executive is responsible for conducting and organizing the board meetings, is responsible for outside professionals consisting of legal counsel, monthly accounting review and auditor functions. In addition to the Board responsibilities, the Executive is to perform operational and general management duties including upgrading existing operational control systems, developing management information systems, negotiate with investors and funding sources, provide strategic direction and over all management direction as CEO reporting to the Board of Directors. EXTENSION EXECUTIVE EMPLOYMENT AGREEMENT Xxxxxx X. Xxxxxx June 17, 2007
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Services of the Executive. It is expressly understood by the parties that throughout the Engagement Period the Executive shall faithfully perform such services for the business and affairs of the Company as are consistent with the duties and responsibilities of the Company's President and Chief Executive Officer (the "Services"). The Executive shall be the President and Chief Executive Officer ("CEO"). As part of the services, the Company shall assign the Executive such duties and responsibilities as are into materially consistent with the title and position of President and CEO and that may be properly assigned to the Executive from time to time by the Board of Directors of the Company (the "Board"). Commencing on September 25, 2001, the Executive shall be entitled to be appointed to the Company's Board and shall be entitled to be nominated to the Board for each year of the Employment Period. The Executive shall report to the Board in his performance of the Services. It is expressly understood by the parties that the Executive shall devote his best efforts and full business time and attention to the performance of the Services; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of the Services, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations; (ii) with the consent of the board, produce and retain rights in and proceeds from books, speeches, seminars, articles and papers; and (iii) with the consent of the Board, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations).
Sample 1
Services of the Executive. It is expressly understood by the parties that throughout the Engagement Period the Executive shall faithfully perform such services for the business and affairs of the Company as are consistent with the duties and responsibilities of the Company's Director of Corporate and Legal Affairs (the "Services"). The Executive shall be the Director of Corporate and Legal Affairs. As part of the services, the Company shall assign the Executive such duties and responsibilities as are into materially consistent with the title and position of Director of Corporate and Legal Affairs and that may be properly assigned to the Executive from time to time by the Chief Executive Officer of the Company (the "CEO") or the Board of Directors of the Company (the "BOARD"). The Executive shall report to the CEO in her performance of the Services. It is expressly understood by the parties that the Executive shall devote her best efforts and full business time and attention to the performance of the Services; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of the Services, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations; (ii) with the consent of the board, produce and retain rights in and proceeds from books, speeches, seminars, articles and papers; and (iii) with the consent of the Board, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations).
Sample 1
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Services of the Executive. In the course of his employment under this Agreement, the Executive will have access to Trade Secrets, the disclosure or unauthorized use of which, the Company seeks to protect and the Executive has agreed to protect. As a result of benefits accruing to the Executive from his access to such Trade Secrets, and of the improvement in his knowledge, and proficiency arising therefrom, the Executive acknowledges that (a) his services are and will remain special and extraordinary, and have and will have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law; (b) he is willing to comply with the restrictions contained in Sections 4.b and 4.c; (c) the restrictions contained in those Sections will not impair his ability to earn a living in any businesses other than those businesses from which he is prohibited during the time of such restriction; and (d) a material breach of his obligations under Sections 4.b, 4.c or 10 will cause the Company irreparable injury and damage. It is, therefore, agreed that the Company, in addition to any other remedies, shall be entitled to injunctive and other equitable relief to enforce its rights under, and to prevent a breach of, Sections 4.b, 4.c and 9 of this Agreement by the Executive. 11A. REPRESENTATIONS. Executive represents that he has provided to date truthful and complete information to the Company’s outside attorneys, and, aside from those disclosures, knows of no other facts or circumstances arising out of his actions or omissions on which a claim or action could be asserted against the Company or its subsidiaries. Based upon the foregoing representation, the Company does hereby and forever release and discharge Executive, his heirs, assigns, representatives and successors from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which the Company has or may have against Executive by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof relating to or arising out of Executive’s employment, including, without limitation, all claims attributable to the empl...
Sample 1

Related to Services of the Executive

  • AGREEMENTS OF THE EXECUTIVE In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

  • Duties of the Executive (a) Subject to the ultimate control and discretion of the Boards, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

  • Services of the Sub-Advisor Subject to the succeeding provisions of this section, the oversight and supervision of the Advisor and the Trust’s Board of Trustees, the Sub-Advisor will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of Section 3 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing investment research and credit analysis concerning the Fund’s investments; (d) assisting the Advisor in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments; (e) placing orders for all purchases and sales of such investments made for the Fund; and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Advisor, the Sub-Advisor will also, subject to the oversight and supervision of the Advisor and the Trust’s Board of Trustees, provide to the Advisor or the Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, the Sub-Advisor will keep the Trust and the Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Advisor believes appropriate for this purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its obligations to the Trust under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information (as currently in effect and as they may be amended or supplemented from time to time) and the resolutions of the Trust’s Board of Trustees. The Sub-Advisor represents, warrants and covenants that it is authorized and regulated by the FCA.

  • By the Executive The Executive may terminate the Employment at any time with a three-month prior written notice to the Company or by payment of three months’ salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the Board.

  • Obligations of the Executive The Executive agrees that in the event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (a) until such attempted Change in Control terminates or (b) if a Change in Control shall occur, until 90 days following such Change in Control.

  • Services of Consultant Consultant agrees to perform for Client the Services. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client's securities.

  • Compensation of the Executive 3 4. Termination.........................................................................

  • Services of the Manager The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Fund, the Manager shall provide the following advisory, management, and other services with respect to the Series: (a) Provide general, investment advice and guidance with respect to the Series and provide advice and guidance to the Fund's Directors, and oversee the management of the investments of the Series and the composition of each Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series' investment objective or objectives and policies as stated in the Fund's current registration statement, which management may be provided by others selected by the Manager and approved by the Board of Directors as provided below or directly by the Manager as provided in Section 3 of this Agreement; (b) In the event that the Manager wishes to select others to render investment management services, the Manager shall analyze, select and recommend for consideration and approval by the Fund's Board of Directors investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Fund) such investment advisory firms to render investment advice and manage the investments of such Series and the composition of each such Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with the Series' investment objective or objectives and policies as stated in the Fund's current registration statement (any such firms approved by the Board of Directors and engaged by the Fund and/or the Manager are referred to herein as "Sub-Advisers"); (c) Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Series; (d) Monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of each Series, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law; (e) If appropriate, analyze and recommend for consideration by the Fund's Board of Directors termination of a contract with a Sub-Adviser under which the Sub-Adviser provides investment advisory services to one or more of the Series; (f) Supervise Sub-Advisers with respect to the services that such Sub-Advisers provide under respective portfolio management agreements ("Sub-Adviser Agreements"); (g) Render to the Board of Directors of the Fund such periodic and special reports as the Board may reasonably request; and (h) Make available its officers and employees to the Board of Directors and officers of the Fund for consultation and discussions regarding the administration and management of the Series and services provided to the Fund under this Agreement.

  • Death of the Executive In the event of the Executive’s death before all payments or benefits the Executive is entitled to receive under this Agreement have been provided, the unpaid amounts will be provided to the Executive’s designated beneficiary, if living, or otherwise to the Executive’s personal representative in a single lump sum as soon as possible following the Executive’s death.

  • Services of the Adviser The Adviser represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Company, the Adviser shall provide the following advisory, management, and other services with respect to the Series: (a) Provide general investment advice and guidance with respect to the Series and provide advice and guidance to the Company’s Directors, and oversee the management of the investments of the Series and the composition of each Series’ portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series’ investment objective or objectives and policies as stated in the Company’s registration statement, as may be supplemented or amended from time to time (the “Registration Statement”), which management may be provided by others selected by the Adviser and approved by the Board of Directors as provided below or directly by the Adviser as provided in Section 3 of this Agreement; (b) Render to the Board of Directors of the Company such periodic and special reports as the Board of Directors may reasonably request; and (c) Make available its officers and employees to the Board of Directors and officers of the Company for consultation and discussions regarding the administration and management of the Series and services provided to the Company under this Agreement.

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